|Darkness Rising, Part 3|
|Season One, Episode 3|
|Air date||December 1, 2010|
|Written by||Marsha Griffin|
|Directed by||Todd Waterman|
|Darkness Rising, Part 2||Darkness Rising, Part 4|
Arcee, Bulkhead, and Bumblebee bring the kids back to the HQ. Inside, Ratchet is being attack by the Manipulator arm, that unknowing dropped Dark Energon on. Luckily, Optimus helps him deal with the problem, by shooting it.
Aboard the Nemesis, Megatron, now infused with Dark Energon, leaves Starscream to command in his place. Starscream, believing that Megatron when insane, orders Soundwave to increase global surveillance.
Optimus figures out that Dark Energon is the reason the Cliffjumper came back and the Manipulator arm became living and that Megatron plans to raise an army of fallen warriors. Optimus appoints Arcee in command while he and Ratchet leave. Once Optimus and Ratchet bridge out, Arcee and Bumblebee go on patrol, leaving Bulkhead in charge. Miko tries to to make a DIY band and plays the electric guitar, while everyone else is covering their ears. When Agent Fowler comes in, the kids hide behind Bulkhead. While Fowler talks about how blowing a hole in Nebraska isn't called 'handling thing', he see the the band equipment and the kids then come out from hiding. Fowler tries to take the kids in the government custody, but it stopped but Bulkheads foot, causing him to storm out mad.
In an remote area, Optimus explain that that are here at old Transformer battlefield left when both sides started to hide their Energon on other plants and Megatron likely remembers this also.
While leaving, Fowler radios in that he just visited the Autobot base and the he would report in person. Unfortunately, his message is heard by Soundwave, who reports it the Starscream. After Starscream orders his capture, Soundwave deploys Laserbeak to retrieve Fowler. After fail attempts to maneuver out of its way, he gets captured.
However, he manages to send out a S.O.S., which is picked up at the base. Bulkhead, who was reluctant to him him, was convinced by the kids to help him. With Raf's help, they are able to pin point his location. Meanwhile, Fowler is brought to Starscream for interrogation. Bulkhead appoints Jack in command of the others, while he leaves to save Fowler, not realizing that Miko was following him. After dealing with a Decepticon, Bulkhead contacts Arcee to inform her of his dilemma. At the base, Jack and Raf realize that Miko followed Bulkhead throw the Ground Bridge and they decide leaves to bring her back, leaving the base unmanned. When Arcee calls for a bridge, no one is there, causing them to drive back to the base. When Jack and Raf final arrive at the location, the quickly catch the unwanted attention of the Decepticons.
With Starscream's patience thin, he offers Fowler the last change to talk before he use an unpleasant means to the information, but when he still doesn't talk uses an Energon Prod on him.Optimus and Ratchet final reach the Transformer graveyard they were looking for. Just then, Megatron speeds through and arrives. He produces a shard of Dark Energon and throws it at the graveyard below, raising up a bunch of Terrorcons.